Terms of Service

1. Introduction

Welcome to New Wave Systems, LLC ("New Wave", "we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of our website and services, including custom web builds, digital marketing strategies, CRM architecture, and AI automation consulting (collectively, the "Services").

Please read these Terms carefully before using our Services. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not use our Services.

Our Services are not available to persons under the age of 16. By using our Services, you represent and warrant that you are at least 16 years of age.

2. User Accounts

2.1 Account Creation To access certain features of our Services, such as client portals, you may need to create an account. When you create an account, you must provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.2 Account Security You agree to:

• Choose a strong, unique password.

• Keep your account credentials confidential.

• Notify us immediately of any unauthorized access to or use of your account.

We reserve the right to disable or terminate your account if we believe you have violated these Terms or if your account is inactive for an extended period.

3. Services and Engagements

3.1 Agency Services Our Services include custom web development, digital marketing, and AI automation systems. You understand that deliverables, project cadences, and strategic roadmaps are governed by the specific Statement of Work (SOW) or engagement agreement signed by both parties prior to project commencement.

3.2 AI and Automation Engagements For AI automation and operational system deployments, engagements are governed by the following terms:

• Engagements may occur as one-time builds or ongoing monthly retainers with terms outlined in a separate engagement agreement.

• Either party may terminate an ongoing engagement with 30 days written notice unless otherwise specified in the engagement agreement.

• All intellectual property developed during the engagement is addressed in the specific engagement agreement.

4. Fees and Payments

4.1 Pricing Certain Services require payment of fees. All fees are stated in U.S. dollars and do not include any applicable taxes unless specifically stated. We reserve the right to change our prices at any time.

4.2 Payment Processing We use third-party payment processors to process payments. By making a payment, you agree to the terms and privacy policies of these payment processors. You represent and warrant that you have the legal right to use any payment method you provide.

4.3 Refunds Due to the custom nature of our agency work, refunds are governed strictly by the specific engagement agreement signed at the start of your project. Standard initial deposits for web design and system builds are non-refundable once work has commenced.

4.4 Subscription Services Some of our Services, such as ongoing SEO, CRM hosting, or marketing retainers, may be offered on a subscription basis:

• Subscriptions automatically renew unless canceled at least 24 hours before the end of the current billing period.

• You can cancel your subscription through your account settings or by contacting us directly.

5. Intellectual Property

5.1 Our Intellectual Property All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, data compilations, software, and the design, selection, and arrangement thereof, are owned by New Wave Systems, LLC or our licensors. These Terms do not grant you any right, title, or interest in our Services or our content.

5.2 Use Restrictions You may not:

• Modify, reproduce, distribute, or create derivative works of our materials, except as expressly permitted.

• Decompile, disassemble, or reverse engineer any part of our Services.

• Access or use our Services to build a competitive product or service.

5.3 User Feedback If you provide us with any feedback, suggestions, or ideas regarding our Services, you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use such feedback in any way.

6. User Conduct

You agree to use our Services only for lawful purposes. You agree not to:

• Violate any applicable law, regulation, or third-party rights.

• Impersonate any person or entity.

• Attempt to gain unauthorized access to any part of our Services.

• Introduce any viruses, trojan horses, worms, logic bombs, or other harmful material.

7. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEW WAVE SYSTEMS, LLC, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES.

9. Indemnification

You agree to indemnify, defend, and hold harmless New Wave Systems, LLC and its respective officers, directors, employees, and agents from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees arising out of or relating to your violation of these Terms or your use of our Services.

10. Term and Termination

These Terms will remain in full force and effect while you use our Services. We may terminate or suspend your account and access to our Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms.

11. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. We will provide notice of any changes by updating the "Last Updated" date at the top of these Terms. Your continued use of our Services following the posting of revised Terms means that you accept and agree to the changes.

12. Governing Law and Dispute Resolution

These Terms and your use of our Services will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law.

13. General Provisions

13.1 Entire Agreement These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and New Wave Systems, LLC concerning your use of our Services.

13.2 Severability If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision will be eliminated or limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

13.3 Waiver Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

13.4 Assignment You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent.

13.5 Force Majeure We will not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from any cause beyond our reasonable control, including acts of God, natural disasters, terrorism, labor actions, fire, flood, or governmental actions.

14. SMS/Text Messaging Terms

By opting in, you consent to receive recurring, conversational text messages from New Wave Systems, LLC at the mobile number you provide. Message and data rates may apply. Reply STOP to unsubscribe at any time, or HELP for help.

15. Contact Information

If you have any questions about these Terms, please contact us at: Email: hello@newwavesystems.ai Website: https://newwavesystems.ai